SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 12 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
BRITESMILE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
461909 20 2
(CUSIP Number)
CRAIGH LEONARD, ESQ.
BINGHAM DANA LLP
399 PARK AVENUE
NEW YORK, NEW YORK 10022-4689
(212) 318-7700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... LCO INVESTMENTS LIMITED
S.S. or I.R.S. identification Nos. of
above persons...............................
(2) Check the appropriate box if a (a) [X]
member of a group (see instructions)........
(b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... WC
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e)..........................
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power........................... 10,476,723 (which includes 638,797 shares
subject to acquisition within 60 days on exercise
of certain Warrants)
(8) Shared voting power......................... None
(9) Sole dispositive power...................... 10,476,723 (which includes 638,797 shares
subject to acquisition within 60 days on exercise
of certain Warrants)
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each 10,476,723 (which includes 638,797 shares
reporting person............................ subject to acquisition within 60 days on exercise
of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by
amount in Row (11).......................... 28.44%
(14) Type of reporting person (see
instructions)............................... CO
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... THE ERSE TRUST
S.S. or I.R.S. identification Nos. of
above persons...............................
(2) Check the appropriate box if a member of a (a) [X]
group (see instructions)....................
(b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not applicable
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e)..........................
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each 10,476,723 (which includes 638,797 shares
reporting person............................ subject to acquisition within 60 days on exercise
of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by
amount in Row (11).......................... 28.44%
(14) Type of reporting person (see
instructions)............................... OO(Trust)
The inclusion of The ERSE Trust in this Statement shall not be construed as an
admission that such party is, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
Statement.
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... CAP ADVISERS LIMITED
S.S. or I.R.S. identification Nos. of
above persons...............................
(2) Check the appropriate box if a (a) [X]
member of a group (see instructions)........
(b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... [ ]
(6) Citizenship or place of organization........ UNITED KINGDOM
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... 292,800
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... 292,800
(11) Aggregate amount beneficially owned 10,769,523 (which includes 638,797 shares
by each reporting person.................... subject to acquisition within 60 days on exercise
of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by
amount in Row (11).......................... 29.24%
(14) Type of reporting person (see
instructions)............................... CO
The inclusion of CAP Advisers Limited in this Statement shall not be construed
as an admission that such party is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... ANTHONY M. PILARO
S.S. or I.R.S. identification Nos. of
above persons...............................
(2) Check the appropriate box if a (a) [X]
member of a group (see instructions)........
(b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e).......................... [ ]
(6) Citizenship or place of organization........ IRELAND
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned 10,476,793 (which includes 638,797 shares
by each reporting person.................... subject to acquisition within 60 days on exercise
of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by
amount in Row (11).......................... 28.44%
(14) Type of reporting person (see
instructions)............................... IN
The inclusion of Anthony M. Pilaro in this Statement shall not be construed as
an admission that such person is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... THE LCP II TRUST
S.S. or I.R.S. identification Nos. of
above persons...............................
(2) Check the appropriate box if a
member of a group (see instructions)........ (a) [X]
(b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal
proceedings is required pursuant to
items 2(d) or 2(e).......................... [ ]
(6) Citizenship or place of organization........ JERSEY, CHANNEL ISLANDS
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power........................... 3,000,000
(8) Shared voting power......................... None
(9) Sole dispositive power...................... 3,000,000
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned 3,000,000
by each reporting person....................
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by
amount in Row (11).......................... 8.3%
(14) Type of reporting person (see
instructions)............................... 00 (Trust)
BRITESMILE, INC. SCHEDULE 13D
AMENDMENT NO. 12
NOTE: This Amendment No. 12 amends a Statement on Schedule 13D filed on April
11, 1996 by LCO Investments Limited and others, as amended by an Amendment No.
1 filed on December 6, 1996, by an Amendment No. 2 filed on May 23, 1997, by an
Amendment No. 3 filed on September 24, 1997, by an Amendment No. 4 filed on
December 1, 1997, by an Amendment No. 5 filed on May 11, 1998, by an Amendment
No. 6 filed on December 15, 1998, by an Amendment No. 7 filed on July 2, 1999,
by an Amendment No. 8 filed on November 8, 1999, by an Amendment No. 9 filed on
July 13, 2000, by an Amendment No. 10 filed on January 11, 2001 and by an
Amendment No. 11 filed on July 23, 2001. This Amendment No. 12 is filed on
behalf of LCO Investments Limited ("LCO Investments"), The ERSE Trust, CAP
Advisers Limited, Anthony M. Pilaro and the LCP II Trust.
This Amendment No. 12 is being filed, (a) to reflect the disposition
by LCO Investments of 3,000,000 shares of Common Stock by making a gift to LCP
II Trust, a trust whose beneficiary is Linda C. Pilaro, the wife of Anthony M.
Pilaro, a Reporting Person; (b) to reflect the acquisition of 168,900 Shares of
Common Stock by PdeP Tech Limited ("PdeP"), a 50% subsidiary of LCO
Investments; (c) to reflect the addition of LCP II Trust as a reporting person
within this group and (d) to reflect the acquisition by LCP II Trust of
3,000,000 shares of Common Stock by receipt of a gift from LCO Investments.
There has been no change in the information set forth in response to Items 1
and 6 of Schedule 13D. Accordingly, those Items are omitted from this Amendment
No. 12.
The inclusion of The ERSE Trust, CAP Advisers Limited and Anthony M.
Pilaro shall not be construed as an admission that such parties are, for the
purposes of Section 13(d) of the Securities Exchange Act of 1934, the
beneficial owners of any securities covered by this Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended to add the following:
LCP II
(a) A person included within the group filing this Statement is LCP II
Trust ("LCP II").
(b) The business address of LCP II is care of its sole trustee, The
Bank of Nova Scotia Trust Company Channel Islands Limited ("BNS") at PO Box 60,
Kensington Chambers, Kensington Place, St. Helier, Jersey, Channel Islands
JE49PE.
(c) The principal business of LCP II is to serve as a private trust to
hold and invest funds for the benefit of certain individuals and charities who
are also beneficiaries (direct, indirect, remote or contingent, as the case may
be) of The ERSE Trust. The principal beneficiary of LCP II Trust is Linda C.
Pilaro, the wife of Anthony M. Pilaro.
(d) LCP II has not, during the last five years, been convicted in any
criminal proceeding (excluding any traffic violations or similar misdemeanors).
(e) LCP II, during the last five years, has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which proceeding it was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating
activities subject to, federal, or state securities laws or finding any
violation with respect to such laws.
(f) LCP II is a trust organized under the laws of Jersey, Channel
Islands.
BNS
(a) The sole trustee of LCP II is BNS.
(b) The business address of BNS is PO Box 60, Kensington Chambers,
Kensington Place, St. Helier, Jersey, Channel Islands JE49PE.
(c) BNS's principal occupation with respect to LCP II is to act as the
sole trustee of LCP II.
(d) In its capacity as trustee of LCP II , BNS has not, during the
last five years, been convicted in any criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) In its capacity as trustee of LCP II, BNS has not, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which proceeding it was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal, or state securities
laws or finding any violation with respect to such laws.
(f) BNS is a trust company organized under the laws of Jersey, Channel
Islands.
The reference to BNS in this Statement should not be construed as an admission
that BNS is, for purposes of Section 13(d) of the Securities Exchange Act, the
beneficial owner of any securities covered by this Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to add the following:
LCP II received 3,000,000 shares of Common Stock as a gift on November
1, 2001 from LCO Investments.
ITEM 4. PURPOSE OF TRANSACTION.
LCP II received the shares of Common Stock as a gift as part of a
reorganization of certain beneficial interests in The ERSE Trust. The
beneficiaries of LCP II include individuals and charities that are also
beneficiaries (direct or indirect, vested or contingent, as the case may be) of
The ERSE Trust. The principal beneficiary of LCP II is Linda C. Pilaro, the
wife of Anthony M. Pilaro.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to add the following paragraphs:
LCO INVESTMENTS
(c) On November 1, 2001, LCO Investments disposed of a total of
3,000,000 shares of Common Stock by making a gift to LCP II. See Item 4 above.
On October 2, 2001 LCO Investments, through its subsidiary, PdeP, purchased
115,000 shares of Common Stock for an aggregate purchase price of $608,097.00.
On October 3, 2001 LCO Investments, through its subsidiary, PdeP, purchased
30,000 shares of Common Stock for an aggregate purchase price of $159,000.00.
On October 9, 2001 LCO Investments, through its subsidiary, PdeP, purchased
239,000 shares of Common Stock at an aggregate purchase price of $114,060.36.
(d) As a result of these acquisitions and dispositions, LCO
Investments beneficially owns 10,476,723 shares of Common Stock (which includes
638,797 shares that are subject to acquisition on exercise of Warrants and
1,330,000 shares which are owned by a subsidiary of LCO Investments.) These
shares represent 28.44% of the outstanding stock of BriteSmile, Inc. (treating
as outstanding the said 638,797 shares that are subject to acquisition by LCO
Investments). Neither ERSE Trust, CAP Advisers Limited or Anthony M. Pilaro own
any shares of Common Stock. However, CAP Advisers Limited, in its capacity as
trustee of four separate trusts, shares power to vote and dispose of 292,800
shares of Common Stock.
LCP II
(a) As of the date hereof LCP II directly holds and beneficially owns
3,000,000 shares of Common Stock, which constitutes 8.3% of the 36,197,000
shares of Common Stock which are believed to be the total number of shares of
Common Stock outstanding on the date hereof
(b) In its capacity as trustee, BNS has the sole voting and
dispositive power of all of the shares of Common Stock held by LCP II.
(c) None.
(d) None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT E which was previously filed, is the Power of Attorney and
Authorizing Agreement appointing Craigh Leonard as Attorney-in-Fact
and authorizing him to sign the Schedule 13D and all amendments
thereto on behalf of LCO Investments, The ERSE Trust, CAP Advisers
Limited and Anthony M. Pilaro.
EXHIBIT Z the Amended and Restated Joint Filing Agreement among LCO
Investments Limited, the ERSE Trust, CAP Advisers Limited, Anthony M.
Pilaro and the LCP III Trust dated November 9, 2001.
EXHIBIT AA which was previously filed as an exhibit to the Form 3
filed by LCP II, is the Power of Attorney appointing Craigh Leonard as
Attorney-in-Fact and authorizing him to sign the Schedule 13D and all
amendments thereto on behalf of The LCP II Trust
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
Dated: November 12, 2001
LCO INVESTMENTS LIMITED
By/s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By/s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By/s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
/s/Craigh Leonard
-----------------------------------------
Anthony M. Pilaro, by Craigh Leonard,
Attorney-in-Fact
LCP II TRUST
By:/s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
EXHIBIT Z
AMENDED AND RESTATED
JOINT FILING AGREEMENT AMONG
LCO INVESTMENTS LIMITED, THE ERSE TRUST,
CAP ADVISERS LIMITED, ANTHONY M. PILARO AND
THE LCP II TRUST
Agreement, dated as of November 9, 2001 among LCO Investments Limited,
The ERSE Trust, CAP Advisers Limited, Anthony M. Pilaro and The LCP II Trust.
W I T N E S S E T H:
WHEREAS, this Agreement amends and restates the Joint Filing Agreement
among LCO Investments Limited, The ERSE Trust, CAP Advisers Limited and Anthony
M. Pilaro, dated as of May 8, 1998; and
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and
Exchange Act of 1934 (the "Act"), only one Statement and any amendments thereto
need be filed whenever two or more persons are required to file such Statement
or amendments thereto pursuant to Section 13(d) of the Act with respect to the
same securities, provided that said persons agree in writing that such
Statement or any amendments thereto is filed on behalf of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
LCO Investments Limited, the ERSE Trust, CAP Advisers Limited, Anthony
M. Pilaro and The LCP II Trust do hereby agree, in accordance with Rule
13d-1(k) under the Act, to file one joint statement on Schedule 13D relating to
their ownership of the Common Stock of BriteSmile, Inc., and do hereby further
agree that Amendment No. 12 to Schedule 13D and any amendments hereafter
required to be made to such joint statement shall be filed on behalf of each of
them.
LCO INVESTMENTS LIMITED
By: /s/ Craigh Leonard
---------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By: /s/ Craigh Leonard
---------------------------------
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By: /s/ Craigh Leonard
---------------------------------
Craigh Leonard, Attorney-in-Fact
/s/ Craigh Leonard
-------------------------------------
Anthony M. Pilaro, by Craigh Leonard,
Attorney-in-Fact
THE LCP II TRUST
By: /s/ Craigh Leonard
---------------------------------
Craigh Leonard, Attorney-in-Fact